NAI-1506989265

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

FTD Companies, Inc., et al.,1

Debtors.

: : : : : : :

Chapter 11 Case No. 19-_______ (___) (Joint Administration Requested)

MOTION OF THE DEBTORS FOR ENTRY OF AN ORDER (I) AUTHORIZING THE DEBTORS TO (A) MAINTAIN AND FILE A

CONSOLIDATED CREDITOR MATRIX AND (B) FILE A CONSOLIDATED LIST OF TOP 30 UNSECURED CREDITORS, (II) APPROVING THE

MASTER SERVICE LIST, (III) APPROVING THE FORM AND MANNER OF NOTICE OF THE COMMENCEMENT OF THE DEBTORS' CHAPTER 11 CASES, (IV) WAIVING REQUIREMENTS TO FILE A LIST OF EQUITY SECURITY HOLDERS AND PROVIDE NOTICE OF COMMENCEMENT

TO EQUITY SECURITY HOLDERS, AND (V) GRANTING RELATED RELIEF

FTD Companies, Inc. and certain of its direct and indirect domestic subsidiaries,

as debtors and debtors in possession (collectively, the "Debtors"), respectfully represent as

follows:

Background

1. On the date hereof (the "Petition Date"), each of the Debtors commenced a

case under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"). By a

motion filed on the Petition Date, the Debtors have requested that their chapter 11 cases

(collectively, the "Chapter 11 Cases") be consolidated for procedural purposes only and

1 The Debtors are the following 15 entities (the last four digits of their respective taxpayer identification

numbers, if any, follow in parentheses): FTD Companies, Inc. (5852); Bloom That, Inc. (9936); Florists' Transworld Delivery, Inc. (6960); FlowerFarm, Inc. (2852); FSC Denver LLC (7104); FSC Phoenix LLC (7970); FTD, Inc. (1271); FTD.CA, Inc. (7556); FTD.COM Inc. (4509); FTD Group, Inc. (9190); FTD Mobile, Inc. (7423); Giftco, LLC (5832); Provide Cards, Inc. (3462); Provide Commerce LLC (0019); and Provide Creations, Inc. (8964). The Debtors' noticing address in these chapter 11 cases is 3113 Woodcreek Drive, Downers Grove, IL 60515.

Case 19-11240 Doc 6 Filed 06/03/19 Page 1 of 22

NAI-1506989265 -2-

administered jointly. The Debtors are authorized to continue to operate their businesses and

manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the

Bankruptcy Code.

2. A comprehensive description of the Debtors' businesses and operations,

capital structure, and the events leading to the commencement of these Chapter 11 Cases can be

found in the Declaration of Scott D. Levin in Support of First-Day Pleadings (the "First Day

Declaration"), which was filed contemporaneously herewith and which is incorporated by

reference.

Jurisdiction and Venue

3. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C.

§§ 157 and 1334 and the Amended Standing Order of Reference from the United States District

Court for the District of Delaware, dated as of February 29, 2012. This is a core proceeding

pursuant to 28 U.S.C. § 157(b). Venue for this matter is proper in this district pursuant to

28 U.S.C. §§ 1408 and 1409.

Relief Requested

4. Pursuant to sections 105(a), 342, and 521(a) of the Bankruptcy Code,

Rules 1007, 2002, and 9007 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy

Rules"), and Rules 1001-1(c), 1007-1, 1007-2, and 2002-1 of the Local Rules of Bankruptcy

Practice and Procedure of the United States Bankruptcy Court for the District of Delaware

(the "Local Rules"), the Debtors hereby seek the entry of an order in substantially the form

attached hereto as Exhibit A (the "Proposed Order"): (a) authorizing the Debtors to (i) maintain

and file a consolidated creditor matrix (the "Consolidated Creditor Matrix") and (ii) file a

consolidated list of the top 30 unsecured creditors (the "Consolidated Top 30 List") in lieu of

filing separate top 30 lists for each Debtor, (b) approving the Debtors' master service list

Case 19-11240 Doc 6 Filed 06/03/19 Page 2 of 22

NAI-1506989265 -3-

(the "Master Service List"),2 (c) approving the form and manner of the notice of commencement

of the Debtors' Chapter 11 Cases and of the meeting of creditors to be held pursuant to

section 341 of the Bankruptcy Code (the "Case Commencement Notice"),3 (d) waiving the

requirements to file a list of equity security holders and serve the Case Commencement Notice

on such parties, and (e) granting certain related relief.

Argument

A. The Court Should Permit the Debtors to (1) Maintain and File a Consolidated Creditor Matrix and (2) File a Consolidated Top 30 List.

5. The Bankruptcy Rules and the Local Rules set forth certain requirements

for maintaining creditor matrices and preparing lists of the largest unsecured creditors in

chapter 11 cases. Specifically, section 521(a) of the Bankruptcy Code, Bankruptcy

Rule 1007(a), and Local Rules 1007-1(a) and 1007-2(a) each require a debtor in a chapter 11

case to file a list of its creditors.4 Similarly, Local Rule 2002-1(f)(v) requires a debtor's claims

agent to maintain a "separate creditor mailing matrix for each debtor in jointly administered

cases." Finally, Bankruptcy Rule 1007(d) provides that a debtor must file, in addition to the list

of creditors identified above, "a list containing the name, address and claim of the creditors that

hold the 20 largest unsecured claims, excluding insiders ...."

6. The Court, however, has the authority to modify these rules to better suit

the needs of a particular case. See Local Rule 1001-1(c) ("The application of these Local Rules

2 The Master Service List is attached as Annex 1 to the Proposed Order. 3 A copy of the Case Commencement Notice is attached as Annex 2 to the Proposed Order. 4 See 11 U.S.C. § 521(a) ("The debtor shall file a list of creditors …."); Bankruptcy Rule 1007(a) (requiring a

debtor to file a list of each entity contained on Schedules D, E, and F, which schedules include secured and unsecured creditors); Local Rule 1007-1(a) ("Required lists ... shall be filed in accordance with the Fed. R. Bankr. P., the Code and these Local Rules ...."); Local Rule 1007-2(a) ("In all voluntary cases, the debtor shall file with the petition a list containing the name and complete address of each creditor ....").

Case 19-11240 Doc 6 Filed 06/03/19 Page 3 of 22

NAI-1506989265 -4-

in any case or proceeding may be modified by the Court in the interest of justice."); 11 U.S.C.

§ 105(a) ("The court may issue any order, process, or judgment that is necessary or appropriate

to carry out the provisions of this title.").

7. Under the circumstances, the Debtors believe that it would be more

efficient and in the interest of justice: (a) for the Debtors to file a single, consolidated creditor

matrix in satisfaction of section 521(a) of the Bankruptcy Code, Bankruptcy Rule 1007(a), Local

Rule 1007-1(a), and Local Rule 1007-2(a); (b) for the Debtors' proposed claims and noticing

agent5 to maintain a single creditor mailing matrix for purposes of Local Rule 2002-1(f)(v); and

(c) for the Debtors to file a consolidated list of their top 30 creditors in lieu of each Debtor filing

a separate top 20 creditors list.

8. As in many large chapter 11 cases that are jointly administered,6 the

Debtors do not maintain lists of the names and addresses of their respective creditors on a

debtor-specific basis. Requiring the Debtors to segregate and convert their records at this time to

provide 15 separate Debtor-specific creditor matrices would be an unnecessarily burdensome

task and would result in duplicate mailings.

9. The list of top creditors is used primarily by the Office of the United

States Trustee (the "U.S. Trustee") to evaluate the types and amounts of unsecured claims against

a debtor and to identify potential candidates to serve on any committee of unsecured creditors

appointed under section 1102 of the Bankruptcy Code. See In re Dandy Doughboy Donuts, Inc.,

66 B.R. 457, 458 (Bankr. S.D. Fla. 1986) (stating that the purpose of the list is to facilitate the 5 Concurrently with this Motion, the Debtors have filed an application to appoint Omni Management Group

as its claims and noticing agent (the "Claims and Noticing Agent") under Local Rule 2002-1(f) and 28 U.S.C. § 156(c). The Debtors' restructuring website is www.omnimgt.com/FTD (the "Case Website").

6 Concurrently with this Motion, the Debtors have filed a motion for joint administration of these Chapter 11 Cases.

Case 19-11240 Doc 6 Filed 06/03/19 Page 4 of 22

NAI-1506989265 -5-

appointment of an unsecured creditors committee); 7 Collier on Bankruptcy ¶ 1102.02 (Alan N.

Resnick & Henry J. Sommer eds., 16th ed. 2019) (stating that the "United States trustee will

usually choose the members of the creditors' committee from the list of the holders of the twenty

largest unsecured claims filed by the debtor").

10. Given the affiliated nature of the Debtors, the Debtors believe that filing

the Consolidated Top 30 List would facilitate the U.S. Trustee's review of creditors' claims and

the appointment of a single unsecured creditors' committee in these Chapter 11 Cases. Under

these circumstances, the exercise of satisfying the literal requirements of Bankruptcy

Rule 1007(d) would only serve to frustrate its intended purpose.

11. Courts in this District have approved similar relief in other chapter 11

cases. See, e.g., In re Southcross Energy Partners, L.P., Case No. 19-10702 (MFW) (Bankr.

D. Del. Apr. 2, 2019) (allowing debtors to file a consolidated top 20 list); In re Charlotte Russe

Holding, Inc., Case No. 19-010210 (LSS) (Bankr. D. Del. Feb. 5, 2019) (allowing debtors to file

a consolidated top 30 list and a consolidated matrix of creditors); In re VER Techs. Holdco LLC,

Case No. 18-10834 (KG) (Bankr. D. Del. Apr. 6, 2018) (allowing debtors to file a consolidated

matrix of creditors); In re M & G USA Corp., No. 17-12307 (BLS) (Bankr. D. Del.

Oct. 31, 2017) (allowing debtors to file a consolidated top 30 list and a consolidated matrix of

creditors).7

7 The unreported orders cited herein are not attached to this Motion. Copies of these orders are available

upon request to proposed counsel to the Debtors.

Case 19-11240 Doc 6 Filed 06/03/19 Page 5 of 22

NAI-1506989265 -6-

B. The Court Should Approve the Master Service List.

12. The Debtors seek approval of the Master Service List attached as Annex 1

to the Proposed Order. The Master Service List includes the mailing address information

(and email address, if available) for, among others:

(a) the Debtors and their counsel;

(b) the U.S. Trustee for the District of Delaware;

(c) those creditors holding the 30 largest unsecured claims against the Debtors' estates;

(d) the Internal Revenue Service;

(e) the Securities and Exchange Commission; and

(f) Moore & Van Allen PLLC, as counsel to Bank of America, N.A., as administrative agent under both the Debtors' prepetition secured credit facility and proposed postpetition secured credit facility.

13. In accordance with Bankruptcy Rule 2002 and Local Rule 2002-1, the

Claims and Noticing Agent shall maintain the Master Service List, which shall be updated

monthly. An updated Master Service List shall be made available by (a) accessing the Case

Website, (b) contacting the Claims and Noticing Agent directly, or (c) contacting Debtors'

counsel directly. The Debtors submit that the Master Service List is in substantial compliance

with the Bankruptcy Rules and Local Rules and thus should be approved by the Court.

C. The Court Should Approve the Form and Manner of the Case Commencement Notice and Procedures Regarding Undeliverable Mail.

14. The Debtors request approval of their proposed form of the Case

Commencement Notice, which includes notice of the Section 341 Meeting, and which is attached

as Annex 2 to the Proposed Order. The proposed form of the Case Commencement Notice is

Case 19-11240 Doc 6 Filed 06/03/19 Page 6 of 22

NAI-1506989265 -7-

substantially in the form of Official Bankruptcy Form 309F and would be subject to any further

revisions agreed to by the U.S. Trustee.8

15. The Debtors propose that the Case Commencement Notice be served by

regular mail, postage prepaid, on those entities entitled to receive such notice pursuant to

Bankruptcy Rule 2002(a) and Local Bankruptcy Rule 2002-1 (subject to the requested waiver of

the requirement to serve the Case Commencement Notice on equity security holders), and that

such service occur no later than five business days after the Debtors receive notice from the U.S.

Trustee of the time and place of the Section 341 Meeting.

16. If the Case Commencement Notice or any other mail served in the

Debtors' Chapter 11 Cases is returned to the Claims and Noticing Agent as undeliverable with a

forwarding address, the Claims and Noticing Agent shall re-mail the document to the new

forwarding address and update its mailing database accordingly. If any mail is returned to the

Claims and Noticing Agent as undeliverable with no forwarding address, the Claims and

Noticing Agent is under no further obligation to mail any additional notices or other pleadings to

that address for the duration of these Chapter 11 Cases, unless the applicable party contacts the

Claims and Noticing Agent to update its contact information.

17. The Debtors hereby request that the Court approve the foregoing as

providing sufficient notice of the commencement of these Chapter 11 Cases and the Section 341

Meeting.

8 See Fed. R. Bank. P. 9009(a) ("The Official Forms prescribed by the Judicial Conference of the United

States shall be used without alteration, except as otherwise provided in these rules, in a particular Official Form, or in the national instructions for a particular Official Form. Official Forms may be modified to permit minor changes not affecting wording or the order presenting information, including changes that: (1) expand the prescribed areas for responses in order to permit complete responses…."); Instructions, Form 309(A-I) ("Courts, or, in the event that the noticing function has been delegated, the individual or entity providing notice, may modify this form by adding additional information.").

Case 19-11240 Doc 6 Filed 06/03/19 Page 7 of 22

NAI-1506989265 -8-

D. Cause Exists to Waive the Requirements that FTD Companies, Inc. File a List of Equity Security Holders and Provide Notice to Equity Security Holders.

18. Bankruptcy Rule 1007(a)(3) provides that "[i]n a chapter 11

reorganization case, unless the court orders otherwise, the debtor shall file within 14 days after

entry of the order for relief a list of the debtor's equity security holders of each class showing the

number and kind of interests registered in the name of each holder, and the last known address or

place of business of each holder." Fed. R. Bankr. P. 1007(a)(3). Further, Bankruptcy

Rule 2002(d) provides that, unless otherwise ordered by the Court, the Debtors shall provide

notice of the commencement of these Chapter 11 Cases to all equity security holders. See Fed.

R. Bankr. P. 2002(d).

19. In excess of 28 million shares of FTD Companies, Inc.'s common stock

are outstanding and publicly traded on the Nasdaq Stock Market. Preparing a list of FTD

Companies, Inc.'s equity security holders with their last known addresses would prove both

expensive and time-consuming. Further, to the extent that the Debtors were even able to

ascertain such information, the list would ultimately serve little or no beneficial purpose. In

particular, the equity markets will have immediate notice of these Chapter 11 Cases through

public news outlets and FTD Companies, Inc.'s filing of a Form 8-K Statement with the

Securities and Exchange Commission. The Debtors further submit that if it becomes necessary

for such equity security holders to file proofs of interest, the Debtors will provide them with

particularized notice of the deadline and an opportunity to assert such interests. Thus, equity

security holders will not be prejudiced, and a waiver of the requirement that FTD Companies,

Inc. file a list of equity security holders and serve the Case Commencement Notice on all such

parties is appropriate.

Case 19-11240 Doc 6 Filed 06/03/19 Page 8 of 22

NAI-1506989265 -9-

20. In addition, the Debtors are filing contemporaneously a motion seeking

the approval of certain equity trading procedures in an effort to protect their valuable tax

attributes (the "NOL Motion"). Pursuant to the NOL Motion, the Debtors are providing a notice

to all of the registered holders of their equity securities that, among other things, advises parties

in interest of the commencement of these Chapter 11 Cases. The Debtors thus believe that the

notice required by the NOL Motion will provide equity securities holders with notice of the

commencement of these Chapter 11 Cases and that separately serving such parties with the Case

Commencement Notice would be redundant.

21. Section 105(a) of the Bankruptcy Code, which codifies the equitable

powers of the bankruptcy court, empowers courts to "issue any order, process, or judgment that

is necessary or appropriate to carry out the provisions of this title." 11 U.S.C. § 105(a). This

section thus "empowers [courts] to fashion orders in furtherance of Bankruptcy Code

provisions." In re Joubert, 411 F.3d 452, 455 (3d Cir. 2005). In light of the facts and

circumstances surrounding these Chapter 11 Cases, the Court has authority, consistent with

Bankruptcy Rule 1007, to grant the relief requested herein.

22. Courts in this District have approved similar relief in other chapter 11

cases. See, e.g., In re Southcross Energy Partners, L.P., Case No. 19-10702 (MFW) (Bankr.

D. Del. Apr. 2, 2019) (waiving requirements to file list of equity holders and serve notice of case

commencement on such parties); In re Hercules Offshore, Inc., Case No. 16-11385 (KJC)

(Bankr. D. Del. June 7, 2016) (waiving requirement to file list of equity holders); In re Swift

Energy Co., Case No. 15-12670 (MFW) (Bankr. D. Del. Jan. 5, 2016) (waiving requirements to

file list of equity holders and serve notice of case commencement on such parties); In re

RadioShack Corp., Case No. 15-10197 (BLS) (Bankr. D. Del. Feb. 9, 2015) (same).

Case 19-11240 Doc 6 Filed 06/03/19 Page 9 of 22

NAI-1506989265 -10-

Consent to Jurisdiction

23. Pursuant to Local Rule 9013-1(f), the Debtors consent to the entry of a

final judgment or order with respect to this Motion if it is determined that the Court would lack

Article III jurisdiction to enter such final order or judgment absent consent of the parties.

Notice

24. Notice of this Motion shall be provided to: (a) the Office of the United

States Trustee for the District of Delaware; (b) the Debtors' 30 largest unsecured creditors on a

consolidated basis, as identified in their chapter 11 petitions; and (c) Moore & Van Allen PLLC,

as counsel to Bank of America, N.A., as administrative agent under both the Debtors' prepetition

secured credit facility and proposed postpetition secured credit facility. As this Motion is

seeking "first day" relief, notice of this Motion and any order entered hereon will be served on all

parties entitled to notice pursuant to Local Rule 9013-1(m). Due to the urgency of the

circumstances surrounding this Motion and the nature of the relief requested herein, the Debtors

respectfully submit that no further notice of this Motion is required.

No Prior Request

25. No prior request for the relief sought herein has been made to this Court or

any other court.

WHEREFORE, the Debtors respectfully request that the Court (i) enter the

Proposed Order, granting the relief requested herein; and (ii) grant such other and further relief to

the Debtors as the Court may deem proper.

Case 19-11240 Doc 6 Filed 06/03/19 Page 10 of 22

NAI-1506989265 -11-

Dated: June 3, 2019 Wilmington, Delaware

Respectfully submitted, /s/ Daniel J. DeFranceschi Daniel J. DeFranceschi (No. 2732) Paul N. Heath (No. 3704) Brett M. Haywood (No. 6166) Megan E. Kenney (No. 6426) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 N. King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 Email: defranceschi@rlf.com heath@rlf.com haywood@rlf.com kenney@rlf.com -and- Heather Lennox (pro hac vice pending) Thomas A. Wilson (pro hac vice pending) JONES DAY 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 Email: hlennox@jonesday.com tawilson@jonesday.com Brad B. Erens (pro hac vice pending) Caitlin K. Cahow (pro hac vice pending) JONES DAY 77 West Wacker Chicago, Illinois 60601 Telephone: (312) 782-3939 Facsimile: (312) 782-8585 Email: bberens@jonesday.com ccahow@jonesday.com PROPOSED ATTORNEYS FOR DEBTORS AND DEBTORS IN POSSESSION

Case 19-11240 Doc 6 Filed 06/03/19 Page 11 of 22

NAI-1506989265

EXHIBIT A

Proposed Order

Case 19-11240 Doc 6 Filed 06/03/19 Page 12 of 22

NAI-1506989265

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

FTD Companies, Inc., et al.,1

Debtors.

: : : : : : :

Chapter 11 Case No. 19-_______ (___) (Joint Administration Requested)

ORDER GRANTING MOTION OF THE DEBTORS FOR ENTRY OF AN ORDER

(I) AUTHORIZING THE DEBTORS TO (A) MAINTAIN AND FILE A CONSOLIDATED CREDITOR MATRIX AND (B) FILE A CONSOLIDATED

LIST OF TOP 30 UNSECURED CREDITORS, (II) APPROVING THE MASTER SERVICE LIST, (III) APPROVING THE FORM AND MANNER OF

NOTICE OF THE COMMENCEMENT OF THE DEBTORS' CHAPTER 11 CASES, (IV) WAIVING REQUIREMENTS TO FILE A LIST OF EQUITY SECURITY HOLDERS AND PROVIDE NOTICE OF COMMENCEMENT

TO EQUITY SECURITY HOLDERS, AND (V) GRANTING RELATED RELIEF

This matter coming before the Court on the Motion of the Debtors for Entry of an

Order (I) Authorizing the Debtors to (A) Maintain and File a Consolidated Creditor Matrix and

(B) File a Consolidated List of Top 30 Unsecured Creditors, (II) Approving the Master Service

List, (III) Approving the Form and Manner of Notice of Commencement of the Debtors'

Chapter 11 Cases, (IV) Waiving Requirements to File a List of Equity Security Holders and

Provide Notice of Commencement to Equity Security Holders, and (V) Granting Related Relief

(the "Motion"),2 filed by the above-captioned debtors and debtors in possession (collectively,

1 The Debtors are the following 15 entities (the last four digits of their respective taxpayer identification

numbers, if any, follow in parentheses): FTD Companies, Inc. (5852); Bloom That, Inc. (9936); Florists' Transworld Delivery, Inc. (6960); FlowerFarm, Inc. (2852); FSC Denver LLC (7104); FSC Phoenix LLC (7970); FTD, Inc. (1271); FTD.CA, Inc. (7556); FTD.COM Inc. (4509); FTD Group, Inc. (9190); FTD Mobile, Inc. (7423); Giftco, LLC (5832); Provide Cards, Inc. (3462); Provide Commerce LLC (0019); and Provide Creations, Inc. (8964). The Debtors' noticing address in these chapter 11 cases is 3113 Woodcreek Drive, Downers Grove, IL 60515.

2 Capitalized terms not otherwise defined herein have the meanings given to them in the Motion.

Case 19-11240 Doc 6 Filed 06/03/19 Page 13 of 22

NAI-1506989265 -2-

the "Debtors"); the Court having reviewed the Motion and the First Day Declaration and having

considered the statements of counsel with respect to the Motion at a hearing before the Court

(the "Hearing"); the Court having found that (i) the Court has jurisdiction over this matter

pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the

United States District Court for the District of Delaware, dated as of February 29, 2012, (ii) this

is a core proceeding pursuant to 28 U.S.C. § 157(b), (iii) venue is proper before this Court

pursuant to 28 U.S.C. §§ 1408 and 1409, and (iv) notice of the Motion and the Hearing was

sufficient under the circumstances; and the Court having determined that the legal and factual

bases set forth in the Motion and the First Day Declaration and at the Hearing establish just

cause for the relief granted herein;

IT IS HEREBY ORDERED THAT:

1. The Motion is GRANTED as set forth herein.

2. The Debtors are authorized to maintain (through their Claims and Noticing

Agent or otherwise) and file a single, consolidated creditor matrix, which matrix shall be deemed

to satisfy the requirements of section 521(a) of the Bankruptcy Code, Bankruptcy Rule 1007(a),

Local Rule 1007-1, Local Rule 1007-2, and Local Rule 2002-1(f)(v).

3. The Debtors are authorized to file a Consolidated Top 30 List, which list

shall be deemed to satisfy the requirements of Bankruptcy Rule 1007(d) and Local Rule 1007-1

for each of the Debtors.

4. The requirements that the Debtors file a list of equity security holders of

FTD Companies, Inc. and serve such holders with the Case Commencement Notice are waived.

5. The Master Service List, attached hereto as Annex 1, is hereby approved.

The Claims and Noticing Agent shall maintain the Master Service List, which shall be updated

Case 19-11240 Doc 6 Filed 06/03/19 Page 14 of 22

NAI-1506989265 -3-

monthly. An updated Master Service List shall be made available by (a) accessing the Case

Website, (b) contacting the Claims and Noticing Agent directly, or (c) contacting Debtors'

counsel directly.

6. The form of the Case Commencement Notice, attached hereto as

Annex 2, which conforms substantially with Official Bankruptcy Form 309F, is hereby

approved. The Debtors may, but are not required to, modify the Case Commencement Notice

upon consultation with the U.S. Trustee and the Clerk of Court. Any modifications to the Case

Commencement Notice agreed to by the Debtors and the U.S. Trustee are hereby authorized

and do not require further approval of this Court.

7. The Claims and Noticing Agent is authorized and directed to serve the

Case Commencement Notice, substantially in the form attached hereto as Annex 2, subject to

any revisions agreed to by the U.S. Trustee, no later than five business days after the Debtors

receive written notice from the U.S. Trustee of the time and place of the Section 341 Meeting

and have agreed on the form and substance of the Case Commencement Notice with the

U.S. Trustee, or such later date that is as soon as reasonably practicable. Subject to

paragraph 4 of this Order, the Claims and Noticing Agent shall serve the Case Commencement

Notice by regular mail, postage prepaid, on those entities entitled to receive the Case

Commencement Notice pursuant to Bankruptcy Rule 2002(a) and Local Bankruptcy Rule

2002-1. Service of the Case Commencement Notice in accordance with this paragraph is

approved in all respects and shall be deemed sufficient notice of the commencement of these

Chapter 11 Cases and the Section 341 Meeting under the Bankruptcy Code, the Bankruptcy

Rules, and the Local Rules.

8. If the Case Commencement Notice or any other mail served in these

Chapter 11 Cases is returned to the Claims and Noticing Agent as undeliverable with a

Case 19-11240 Doc 6 Filed 06/03/19 Page 15 of 22

NAI-1506989265 -4-

forwarding address, the Claims and Noticing Agent shall re-mail the document to the

forwarding address and update its mailing database accordingly. If any mail is returned to the

Claims and Noticing Agent as undeliverable with no forwarding address, the Claims and

Noticing Agent is under no further obligation to mail any additional notices or other pleadings

to that address for the duration of these Chapter 11 Cases, unless the applicable creditor or

party contacts the Claims and Noticing Agent to update its contact information.

9. The Debtors are authorized and empowered to take all actions necessary

to implement the relief granted in this Order.

10. This Court shall retain exclusive jurisdiction over any and all matters

arising from or related to the implementation or interpretation of this Order.

Dated: _______________________, 2019 Wilmington, Delaware

______________________________________ UNITED STATES BANKRUPTCY JUDGE

Case 19-11240 Doc 6 Filed 06/03/19 Page 16 of 22

NAI-1506989265

ANNEX 1

Master Service List

Case 19-11240 Doc 6 Filed 06/03/19 Page 17 of 22

Name Attention Address 1 Address 2 Phone FAX Email DescriptionFTD Companies, Inc. Attn: Scott D. Levin, President & CEO 3113 Woodcreek Drive Downers Grove, IL 60515 DebtorJones Day Attn: Heather Lennox 901 Lakeside Avenue Cleveland, OH 44114 216‐586‐3939 216‐579‐0212 hlennox@jonesday.com Counsel for the DebtorsJones Day Attn: Thomas Wilson 901 Lakeside Avenue Cleveland, OH 44114 216‐586‐3939 216‐579‐0212 tawilson@jonesday.com Counsel for the DebtorsJones Day Attn: Brad Erens  77 West Wacker Chicago, IL  60601 312‐782‐3939 312‐782‐8585 bberens@jonesday.com Counsel for the DebtorsJones Day Attn: Caitlin Cahow 77 West Wacker Chicago, IL  60601 312‐782‐3939 312‐782‐8585 ccahow@jonesday.com Counsel for the Debtors

Richards Layton & Finger, P.A. Attn: Daniel DeFranceschi One Rodney Square 920 N. King Street

Wilmington, DE 19801 302‐651‐7700 302‐651‐7701 defranceschi@rlf.com Counsel for the Debtors

Richards Layton & Finger, P.A. Attn: Paul HeathOne Rodney Square 920 N. King Street

Wilmington, DE 19801 302‐651‐7700 302‐651‐7701 heath@rlf.com Counsel for the Debtors

Richards Layton & Finger, P.A. Attn: Brett HaywoodOne Rodney Square 920 N. King Street

Wilmington, DE 19801 302‐651‐7700 302‐651‐7701 haywood@rlf.com Counsel for the Debtors

Richards Layton & Finger, P.A. Attn: Megan KenneyOne Rodney Square 920 N. King Street

Wilmington, DE 19801 302‐651‐7700 302‐651‐7701 kenney@rlf.com Counsel for the Debtors

Office of the United States Trustee Attn: Timothy J. Fox, Jr.844 King St, Suite 2207Lockbox 35

Wilmington, DE 19801‐3519 302‐573‐6491 302‐573‐6497 timothy.fox@usdoj.gov Office of the U.S. Trustee

Ad Results Media, LLC 6110 Clarkson Ln Houston, TX 77055 713‐375‐0056 281‐596‐4509 Top 30 CreditorAdobe System Inc 345 Park Ave San Jose, CA 95110 408‐536‐5412 Top 30 CreditorAds Alliance Data Systems, Inc 30699 Russell Ranch Rd, Ste 250 Westlake Village, CA 91362 818‐575‐4500 818‐575‐4501 Top 30 CreditorAlorica, Inc 5 Park Plz, Ste 1100 Irvine, CA 92614 305‐883‐7781 305‐883‐9321 Top 30 CreditorAmerisource Funding, Inc Assignee For Baronhr LLC 7225 Langtry St Houston, TX 77040 619‐840‐7971 713‐462‐8631 Top 30 CreditorAtlas Flowers Inc 2600 Nw 79th Ave Miami, FL 33122 305‐599‐0193 305‐477‐0616 Top 30 CreditorC.I Flores Ipanema Ltda Carrera 13 No. 97‐51, Ofc 202 Bogota, Columbia +57 1 635 1519 Top 30 CreditorCalifornia Fruit Exchange, LLC 6011 East Pine St Lodi, CA 95240 209‐365‐2300 Ar@Agiftinside.com Top 30 CreditorCommission Junction Inc 530 East Montecito St, Ste 106 Santa Barbara, CA 93103 805‐730‐8000 Top 30 CreditorCoyote Logistics, LLC 960 North Point Pkwy Alpharetta, GA 30005 773‐799‐2312 Ryan.Mumford@Coyote.com Top 30 CreditorElite Exports Inc S.A. 3200 NW 67h Ave, Bldg 2, Ste 290 Miami, FL 33122 800‐662‐5351 786‐269‐2353 Top 30 CreditorFarm Direct Corporation 9500 S Dadeland Blvd, Ste 508 Miami, FL 33156 305‐670‐3211 Kgauchier@Equatoroses.com Top 30 CreditorFarmstead Gourmet LLC 515 North Reading Rd Ephrata, PA 17522 209‐365‐2340 Top 30 CreditorGkg Fulfillment LLC 111 Kerry Ln Wauconda, IL 60084 847‐201‐4383 847‐305‐5889 Top 30 CreditorGoogle Affiliate Network Inc 1600 Amphitheatre Pkwy Mountain View, CA 94043 650‐253‐8909 Top 30 CreditorGuittard Chocolate Company 10 Guittard Rd Burlingame, CA 94010 650‐697‐4227 650‐692‐2761 Top 30 CreditorHolex Flower B.V. Magnolia 3, 1424 La De Kwakel, 1424 LA 31 (0)297 381 050 31 (0)297 381 070 info@holex.com Top 30 CreditorLegacy Staffing Solutions 226 Westinghouse Blvd, Ste 301 Charlotte, NC 28273 704‐919‐0346 980‐201‐9533 Evelin@Legacystaffingnc.com Top 30 CreditorPackaging Corp Of America 2155 42nd St NW Winter Haven, FL 33881 863‐965‐2500 863‐965‐1676 Top 30 CreditorPremier Packaging, LLC 3254 Reliable Pkwy Chicago, IL 60686 800‐518‐6305 502‐935‐8330 Lhagan@Prempack.com Top 30 CreditorR&M Consulting Chicago LLC 205 N Michigan Ave, Ste 2660 Chicago, IL 60601 312‐326‐9200 312‐926‐9201 Ltillman@Rmc‐Chi.com Top 30 CreditorRainforest Farmlands Kenya Limited P.O. Box 2522 ‐ 00606 Sarit Centre, Nairobi Kenya 31 (0)297 381 070 info@fleurafrica.com Top 30 CreditorRandstad Horizons, LP 10940 Wilshire Blvd, 1910 Los Angeles, CA 90024 877‐273‐8963 865‐240‐2933 Top 30 CreditorRocky Mountain Chocolate Factory Inc 265 Turner Dr Durango, CO 81303‐7941 970‐247‐4943 970‐247‐9593 Top 30 CreditorStephen Gould Corp 35 South Jefferson Rd Whippany, NJ 07981 704‐587‐6100 Kgcamp@Stephengould.com Top 30 CreditorSun Valley Floral Farms 3160 Upper Bay Rd Arcata, CA 95521‐9690 707‐826‐8700 Top 30 CreditorSurestaff Inc 7083 Solution Ctr Chicago, IL 60677‐7000 847‐640‐1300 847‐640‐0940 Top 30 CreditorSyndicate Sales, Inc 2025 North Wabash Kokomo, IN 46901 765‐457‐7277 Top 30 CreditorUps Supply Chain Solutions, Inc 28013 Network Pl Chicago, IL 60673‐1280 502‐485‐2244 Top 30 CreditorVeritiv Operating Company 3568 Solutions Ctr Chicago, IL 60677‐3005 877‐298‐1277 Top 30 CreditorInternal Revenue Service P.O. Box 7346 Philadelphia, PA 19101‐7346 Governmental Agency

Securities & Exchange CommissionNew York Regional OfficeAttn:  Lara Mehraban, Assoc Reg Dir

200 Vesey St, Ste 400 New York, NY 10281 212‐336‐1100 NYROBankruptcy@SEC.GOV Governmental Agency

Securities & Exchange Commission Secretary of the Treasury 100 F St NE Washington, DC 20549 SECBankruptcy‐OGC‐ADO@SEC.GOV Governmental AgencyMoore & Van Allen Pllc Attn: Jim Langdon 100 North Tyron St, Suite 4700 Charlotte, NC 28202‐4003 704‐331‐3705 704‐339‐5855 jimlangdon@mvalaw.com Counsel for Bank of America

Case 19-11240 Doc 6 Filed 06/03/19 Page 18 of 22

NAI-1506989265

ANNEX 2

Case Commencement Notice

Case 19-11240 Doc 6 Filed 06/03/19 Page 19 of 22

NAI-1507089637

Debtor: FTD Companies, Inc. EIN: 32-0255852

United States Bankruptcy Court for the District of Delaware Date case filed for chapter 11: 06/03/2019

Case number: 19 -_____ (___)

Official Form 309F (For Corporations or Partnerships) Notice of Chapter 11 Bankruptcy Case 12/17 For the debtor listed above, a case has been filed under chapter 11 of the Bankruptcy Code. An order for relief has been entered.

This notice has important information about the case for creditors, debtors, and trustees, including information about the meeting of creditors and deadlines. Read all pages carefully. The filing of the case imposed an automatic stay against most collection activities. This means that creditors generally may not take action to collect debts from the debtor or the debtor's property. For example, while the stay is in effect, creditors cannot sue, assert a deficiency, repossess property or otherwise try to collect from the debtor. Creditors cannot demand repayment from the debtor by mail, phone, or otherwise. Creditors who violate the stay can be required to pay actual and punitive damages and attorney's fees.

Confirmation of a chapter 11 plan may result in a discharge of debt. A creditor who wants to have a particular debt excepted from discharge may be required to file a complaint in the bankruptcy clerk's office within the deadline specified in this notice. (See line 11 below for more information.)

To protect your rights, consult an attorney. All documents filed in the case may be inspected at the bankruptcy clerk's office at the address listed below or through PACER (Public Access to Court Electronic Records at www.pacer.gov).

The staff of the bankruptcy clerk's office cannot give legal advice.

Do not file this notice with any proof of claim or other filing in the case.

1. Debtor's full name: See Chart Below

2. All other names used in the last 8 years: See Chart Below

Jointly Administered Cases:

DEBTOR OTHER NAMES (LAST 8 YEARS) CASE NO. EIN #

FTD Companies, Inc. N/A 19-_____ (___) 32-0255852

Bloom That, Inc. FTD International Corporation 19-_____ (___) 46-2919936

Florists' Transworld Delivery, Inc. N/A 19-_____ (___) 38-0546960

FlowerFarm, Inc. Value Network Service, Inc. 19-_____ (___) 36-4332852

FSC Denver LLC N/A 19-_____ (___) 83-4367104

FSC Phoenix LLC N/A 19-_____ (___) 83-4447970

FTD, Inc. N/A 19-_____ (___) 13-3711271

FTD.CA, Inc. N/A 19-_____ (___) 45-2787556

FTD.COM Inc. N/A 19-_____ (___) 36-4294509

FTD Group, Inc. N/A 19-_____ (___) 87-0719190

FTD Mobile, Inc. Sincerely Incorporated 19-_____ (___) 45-0717423

Giftco, LLC N/A 19-_____ (___) 46-3345832

Information to identify the case:

Case 19-11240 Doc 6 Filed 06/03/19 Page 20 of 22

Debtor: FTD Companies, Inc. Case Number 19-_____ (___)

NAI-1507089637 -2-

DEBTOR OTHER NAMES (LAST 8 YEARS) CASE NO. EIN #

Provide Cards, Inc. N/A 19-_____ (___) 20-5803462

Provide Commerce LLC Provide Commerce, Inc. 19-_____ (___) 84-1450019

Provide Creations, Inc. N/A 19-_____ (___) 36-4188964

3. Address: 3113 Woodcreek Drive, Downers Grove, IL 60515

4. Debtor's AttorneysJONES DAYHeather LennoxThomas A. Wilson901 Lakeside AvenueCleveland, Ohio 44114Telephone: (216) 586-3939Facsimile: (216) 579-0212Email:hlennox@jonesday.comtawilson@jonesday.com

JONES DAY Brad B. Erens Caitlin K. Cahow 77 West Wacker Chicago, Illinois 60601 Telephone: (312) 782-3939 Facsimile: (312) 782-8585 Email: bberens@jonesday.com ccahow@jonesday.com

RICHARDS, LAYTON & FINGER, P.A. Daniel J. DeFranceschi Paul N. Heath Brett M. Haywood Megan E. Kenney One Rodney Square 920 N. King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail:defranceschi@rlf.comheath@rlf.comhaywood@rlf.comkenney@rlf.com

5. Bankruptcy clerk's office

Documents in this case may be filed atthis address.

You may inspect all records filed inthis case at this office or online atwww.pacer.gov.

824 Market St. N 3rd Floor Wilmington, DE 19801

Hours open: Monday − Friday 8:00 AM − 4:00 PM Contact phone: (302) 252-2900

6. Debtor's Notice and ClaimsAgentIf you have any questionsabout this notice, pleasecontact Omni ManagementGroup.

Toll Free: 866-205-3144 International: 818-906-8300 Email: ftd@omnimgt.com

More information can be found at the Claims' Agent Website: omnimgt.com/FTD

7. Meeting of Creditors

The debtors' representatives mustattend the meeting to bequestioned under oath.

Creditors may attend, but are notrequired to do so.

[_____], 2019 at [___] [_].m.

The meeting may be continued or adjourned to a later date. If so, the date will be on the court docket.

Location to be determined

Case 19-11240 Doc 6 Filed 06/03/19 Page 21 of 22

Debtor: FTD Companies, Inc. Case Number 19-_____ (___)

NAI-1507089637 -3-

8. Proof of claim deadline: Deadline for filing proof of claim: Not yet set. If a deadline is set, a notice will be sent at a later time.

A proof of claim is a signed statement describing a creditor's claim. A proof of claim form may be obtained at www.uscourts.gov or any bankruptcy clerk's office. Your claim will be allowed in the amount scheduled unless:

• your claim is designated as disputed, contingent, or unliquidated; • you file a proof of claim in a different amount; or • you receive another notice

If your claim is not scheduled or if your claim is designated as disputed, contingent, or unliquidated, you must file a proof of claim or you might not be paid on your claim and you might be unable to vote on a plan. You may file a proof of claim even if your claim is scheduled.

You may review the schedules at the bankruptcy clerk's office or online at www.pacer.gov.

Secured creditors retain rights in their collateral regardless of whether they file a proof of claim. Filing a proof of claim submits a creditor to the jurisdiction of the bankruptcy court, with consequences a lawyer can explain. For example, a secured creditor who files a proof of claim may surrender important nonmonetary rights, including the right to a jury trial.

9. Exception to discharge deadline

The bankruptcy clerk's office must receive a complaint and any required filing fee by the following deadline.

If § 523(c) applies to your claim and you seek to have it excepted from discharge, you must start a judicial proceeding by filing a complaint by the deadline stated below.

Deadline for filing the complaint: To Be Determined

10. Creditors with a foreign address

If you are a creditor receiving notice mailed to a foreign address, you may file a motion asking the court to extend the deadlines in this notice. Consult an attorney familiar with United States bankruptcy law if you have any questions about your rights in this case.

11. Filing a Chapter 11 bankruptcy case

Chapter 11 allows debtors to reorganize or liquidate according to a plan. A plan is not effective unless the court confirms it. You may receive a copy of the plan and a disclosure statement telling you about the plan, and you may have the opportunity to vote on the plan. You will receive notice of the date of the confirmation hearing, and you may object to confirmation of the plan and attend the confirmation hearing. Unless a trustee is serving, the debtor will remain in possession of the property and may continue to operate its business.

12. Discharge of debts Confirmation of a chapter 11 plan may result in a discharge of debts, which may include all or part of your debt. See 11 U.S.C. § 1141(d). A discharge means that creditors may never try to collect the debt from the debtor except as provided in the plan. If you want to have a particular debt owed to you excepted from the discharge and § 523(c) applies to your claim, you must start a judicial proceeding by filing a complaint and paying the filing fee in the bankruptcy clerk's office by the deadline.

Case 19-11240 Doc 6 Filed 06/03/19 Page 22 of 22